Page 48 - Listing Partners Pre Listing Offering

(q) Without limiting the generality of the foregoing, the decision of the Subscriber, and any Disclosed Principal for whom it is acting, to subscribe for Common Shares was not based upon, and neither the Subscriber, and any Disclosed Principal for whom it is acting, has relied upon, any verbal or written representations as to fact made by or on behalf of the Corporation or any other person. The decision to subscribe for Common Shares was based solely upon this Subscription Agreement and the Term Sheet.
(r) The Subscriber, and any Disclosed Principal for whom it is acting, understands that such Subscriber’s (and any Disclosed Principal’s) investment in the Common Shares involves a high degree of risk. The Subscriber warrants on its own behalf, and on behalf of any Disclosed Principal for whom it is acting, that each such Subscriber and Disclosed Principal is able to bear the complete loss of its investment in the Common Shares. The Subscriber acknowledges on its own behalf, and on behalf of any Disclosed Principal for whom it is acting, that any projections or forward looking information provided to Subscriber or any Disclosed Principal are based on a number of assumptions and are subject to significant uncertainties and contingencies, many of which are beyond the Corporation’s control, there is no assurance that they will be realized, and actual results may vary significantly from those shown. The Subscriber acknowledges that under no circumstances should such information be construed as a representation or prediction that the Corporation will achieve or is likely to achieve any particular results.
(s) Neither the Subscriber nor any Disclosed Principal is a U.S. Person (as that term is defined in Regulation S under the U.S. Securities Act) or in the United States or subscribing for the Common Shares for the account or benefit of a U.S. Person or person in the United States or for resale in the United States and the Subscriber confirms that the “offer or sale” of the Common Shares to the Subscriber or any Disclosed Principal for whom it is acting was made in an “Offshore Transaction” within the meaning of Rule 902(h) of the U.S. Securities Act. The current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act.
(t) Neither the Subscriber nor any Disclosed Principal will offer, sell or otherwise dispose of the Securities in the United States or to a U.S. Person unless such offer, sale, disposition or exercise is made in accordance with an exemption from the registration requirements under the U.S. Securities Act and the securities laws of all applicable states of the United States (and, if required, the Corporation has received an opinion of counsel satisfactory to the Corporation to such effect) or the U.S. Securities and Exchange Commission has declared effective a registration statement in respect of such securities.
(u) The Subscriber understands and acknowledges that: (i) none of the Securities have been and will be registered under the U.S. Securities Act, or the securities laws of any state of the United States and that the Securities may not be offered or sold, directly or indirectly, in the United States or to a U.S. Person, except pursuant to registration under the U.S. Securities Act and the securities laws of all applicable states or available exemptions therefrom (and the Corporation may require an opinion of counsel satisfactory to it to such effect); and (ii) the Corporation has no obligation or intention of filing a registration statement under the U.S. Securities Act with respect to any of the Securities or registering any of the Securities under the laws of any state of the United States.
(v) The Subscriber understands that the investment in the Securities may have tax consequences under the laws of Canada and other laws applicable to it and that it is the